MONTREAL, QUEBEC--(Marketwired - Nov. 4, 2016) - In connection with the proposed reverse take-over (the "Transaction") of Section Rouge Media Inc. (TSX VENTURE:SRO) ("Section") by Sama Resources Inc./Ressources Sama Inc. (TSX VENTURE:SME) ("Sama"), Section is pleased to announce the closing of a non-brokered private placement of 17,550,000 subscription receipts (the "Subscription Receipts") at a price of $0.10 per Subscription Receipt for gross proceeds of $1,755,000 (the "Offering"). Each Subscription Receipt will automatically convert upon completion of the Transaction into one common share (a "Share") of the new Section (the "Resulting Issuer"). The Subscription Receipts and any Shares issued upon their conversion are subject to a hold period of four months and one day. In connection with this private placement, Section has agreed to pay to certain intermediaries an aggregate cash commission of $19,800, and to issue them a total of 198,000 broker's warrants. Each such broker's warrant entitles its holder to subscribe for one Share at a price of $0.15 for a period of 12 months. Upon completion of the Transaction, the Resulting Issuer will use the net proceeds of the Offering to carry out exploration work on the Lola graphite project and for working capital purposes.
Neither the Subscription Receipts nor the underlying Shares have been or will be registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States or to an account for the benefit of U.S. persons, absent such registration or an exemption from registration.
The Offering and the Transaction remain subject to the approval of the Exchange. The proceeds of the Offering, together with the cash commission and broker's warrants will be held in trust until the completion of the Transaction. If the Transaction is not completed on or prior to January 31, 2017, Section shall return the proceeds of the Offering to the subscribers without interest or penalty.
For more information on the Transaction, please see Sama and Section's joint news releases dated July 5, 2016 and August 9, 2016.
About Sama Resources Inc./Resources Sama Inc.
Sama is a Canadian-based mineral exploration and development company with projects in West Africa. For more information about Sama, please visit Sama's website at www.samaresources.com.
About Section Rouge Media Inc.
Section Rouge is specialized in producing publications related to agricultural machineries. After the closing of the Transaction, Section Rouge will become Sama Graphite Inc. and will primarily focus on the exploration and development of the Lola Graphite project in the Republic of Guinea, West Africa.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the completion of the Transaction and the use of proceeds following the Transaction. Although Sama and Section believe in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Transaction will obtain all required regulatory approvals and any applicable shareholder approvals in a timely fashion, (ii) the Resulting Issuer's management will not identify and pursue other business objectives following the Transaction, (iii) no material obstacles, technical or otherwise, will hinder the operations of the Resulting Issuer following the Transaction, and (iv) the price of graphite will remain sufficiently high and the costs of advancing the Lola Graphite property sufficiently low so as to permit the Resulting Issuer to implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include (i) the failure of the Resulting Issuer to make effective use of their available funds following the Transaction, (ii) the failure of the drilling projects of the Resulting Issuer for technical, logistical, labour-relations or other reasons, (iii) the inability of Sama or Section to obtain the necessary approvals for the Transaction, (iv) a decrease in the price of graphite below what is necessary to sustain the operations of the Resulting Issuer, (v) an increase in the operating costs of the Resulting Issuer above what is necessary to sustain its operations, (vi) accidents, labour disputes or the materialization of similar risks, (vii) a deterioration in capital market conditions that prevents the Resulting Issuer from raising the funds that it requires on a timely basis, and (viii) an inability or unwillingness of Sama or Section to complete the Transaction for whatever reason. These factors and others are more fully discussed in Sama and Section's filings with Canadian securities regulatory authorities available at www.sedar.com. Actual results may vary from the forward-looking information and neither Sama nor Section assume any obligation to update any forward-looking statement except as required by applicable law.